Other notes

The core shareholders of STRABAG SE are the Haselsteiner Group as well as the Raiffeisen Holding NÖ-Wien Group and the UNIQA Group. A syndicate agreement was concluded between the core shareholders on 18 August 2022.

The minority shareholder MKAO “Rasperia Trading Limited” (Rasperia) was – at least until 22 March 2024 – controlled by Russian businessman Oleg Deripaska. As a result of the EU sanctions against Oleg Deripaska, there has been no significant influence since 8 April 2022, so that Rasperia no longer constitutes a related party. The stake held by Rasperia currently amounts to 24.1%.

On 19 December 2023, the Management Board of STRABAG SE was informed by the Russian joint stock corporation Iliadis JSC and Oleg Deripaska, by means of a major holdings notification pursuant to Sections 130ff of the Austrian Stock Exchange Act (BörseG), that Iliadis JSC on 14 December 2023 had concluded a purchase agreement for 100% of the shares in Rasperia, although this transaction had not yet been carried out.

On 26 March 2024, the company was informed by means of major holdings notifications pursuant to Sections 130ff of the Austrian Stock Exchange Act (BörseG) that the transaction in Russia that had been announced in December 2023 had been completed and that Rasperia had been transferred to Iliadis JSC. According to these notifications, Rasperia, with its 24.1% stake in STRABAG SE, is now controlled by Iliadis JSC, and Oleg Deripaska has relinquished his previous (indirect) control.

Rasperia (and Iliadis JSC) was (were) added to the U.S. sanctions list by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) in May 2024 and to the EU sanctions list by Council Implementing Regulation (EU) 2024/1842. Rasperia’s 24.1% stake in STRABAG SE remains frozen.

A dividend of € 2.20 per share was approved at the Annual General Meeting of 14 June 2024. As the dividend claims from the shares held by Rasperia are frozen due to the sanctions imposed, the dividend attributable to Rasperia less capital gains tax in the amount of T€ 45,458 was, as in previous years, not paid out. As at 31 December 2024, unpaid dividend claims amounting to T€ 128,108 (31 December 2023: T€ 82,650) are therefore reported as other current financial liabilities.

The distribution entitlement attributable to Rasperia from the capital reduction, amounting to T€ 257,925, is recognised as other current financial liabilities and will also continue to be withheld due to the existing sanctions.

In the 2024 financial year, as in the previous year, there were no business relationships with companies attributable to Oleg Deripaska.

In close coordination with STRABAG SE, the Austrian core shareholders in October 2024 filed a claim against Rasperia with a court of arbitration in Amsterdam concerning the rights of first refusal laid out in the 2007 syndicate agreement. The court must now clarify the following questions, among others:

• the validity of the rights of first refusal beyond termination of the 2007 syndicate agreement
• the triggering of first refusal rights through change of control
• the possibility to transfer shares under compliance with sanctions regimes

In 2007, the Austrian core shareholders and Rasperia concluded a syndicate agreement which, among other things, provided for the nomination of Supervisory Board members and the coordination of voting results at the Annual General Meeting. In the event of a change of control affecting one shareholder, the agreement also granted rights of first refusal to the other syndicate partners. The court of arbitration in Amsterdam specified in the syndicate agreement must now clarify whether the right of first refusal remains valid following termination of the syndicate agreement on 31 December 2022. The court must also determine whether the sale of Rasperia to Iliadis JSC has resulted in a change of control and whether Rasperia would therefore be required to tender its shares in STRABAG to the core shareholders or transfer these accordingly.

According to the major holdings notification from 26 March 2024, Oleg Deripaska has relinquished his control of Rasperia – i.e. from STRABAG’s point of view, and presumably also from the point of view of Rasperia and Oleg Deripaska himself, a change of control has taken place. STRABAG expects a ruling from the court of arbitration in 2026.

Several questions must still be clarified before a ruling can be enforced, however. Among other things, clarification is required with the relevant national and international authorities as to whether and how the right of first refusal can be implemented in compliance with the sanctions regimes. STRABAG, confident that it must take an active role in answering these questions, will take all necessary steps to achieve this important goal for our company and ultimately for all of our shareholders.

STRABAG SE on 16 December 2024 received and published major holdings notifications from Iliadis JSC and MKAO Valtoura Holdings Limited (Valtoura). According to these notifications, the STRABAG shareholder Rasperia was transferred back from Iliadis JSC to its former parent company Valtoura. STRABAG does not expect the renewed change of ownership to have any immediate impact on STRABAG SE, as Rasperia itself is subject to sanctions by both the EU and the US and the STRABAG shares held by Rasperia will remain frozen in any case.

Raiffeisen Holding NÖ-Wien / UNIQA Group

Arm’s-length finance and insurance transactions exist with the Raiffeisen Holding NÖ-Wien Group and the UNIQA Group. The receivables on 31 December 2024 to the Raiffeisen Group relating to current accounts and investments amounted to T€ 466,276 (2023: T€ 446,904), the payables on 31 December 2024 to the Raiffeisen Group relating to financing and current accounts amounted to T€ 0 (2023: T€ 1,507). The interest income in the 2024 financial year amounted to T€ 18,421 (2023: T€ 15,046), and the interest expense amounted to T€ 11 (2023: T€ 173).

Premiums for insurance contracts with the UNIQA Group were recognised as an expense in the amount of T€ 1,703 (2023: T€ 837).

Haselsteiner Group

The Haselsteiner Group holds 5.1% of STRABAG Real Estate GmbH, Cologne. The earnings from this company is reported under income attributable to non-controlling interests with an amount of T€ 855 (2023: T€ -5).

The business relations between STRABAG SE and the companies of the Haselsteiner Group during the financial year, including joint investments, mainly relate to construction services and are presented as below.

IDAG

IDAG Immobilienbeteiligung u. -Development GmbH is entirely held by private foundations whose beneficiaries are the Haselsteiner Group and the Raiffeisen-Holding NÖ-Wien Group. It is the business purpose of IDAG Immobilienbeteiligung u. -Development GmbH to develop property and to participate in property projects.

STRABAG’s headquarters in Vienna and office buildings in Graz are held in the real estate portfolio of subsidiaries of IDAG Immobilienbeteiligung u. -Development GmbH. The buildings are let to the STRABAG SE Group at the usual market conditions. Rental costs arising from both buildings in the 2024 financial year amounted to T€ 10,279 (2023: T€ 9,761). Under IFRS 16, these leases are recognised as right-of-use assets and lease liabilities. The consolidated financial statements as at 31 December 2024 show right-of-use assets of T€ 48,432 (2023: T€ 56,506) and lease liabilities of T€ 31,142 (2023: T€ 34,842). The lease liabilities are presented less the rental deposits of T€ 19,717 (2023: T€ 23,970). Other services in the amount of T€ 41 (2023: T€ 116) were obtained from the IDAG Group.

Furthermore, revenues of T€ 1,454 (2023: T€ 1,574) were made with the IDAG Group in the 2024 financial year. In the 2024 financial year, a dividend from an investment of the IDAG Group, in which the STRABAG SE Group holds a minority interest, in the amount of T€ 2,000 (2023: T€ 102) was recognised as investment income.

Investments in equity-accounted investments

Holcim Cement CE Holding GmbH bundles the cement activities of Holcim, a market leader in construction materials manufacturing, and STRABAG in the countries of Central Europe. The joint activities aim at maintaining a commensurate cement supply in the Group’s core countries. In 2024, STRABAG procured cement services worth T€ 36,963 (2023: T€ 41,667). At the balance sheet date, there were liabilities to Holcim Cement CE Holding GmbH Group in the amount of T€ 955 (2023: T€ 842).

The business transactions with the other equity-accounted investments can be presented as follows:

For information about consortia we refer to item (18) Notes on consortia.

Management

Concerning business transactions with the Management Board members and employees of the first management level (management in key positions) and with their family members and companies which are controlled by the management in key positions or decisively influenced by them in the reporting period, services worth T€ 7 (2023: T€ 452) were provided and services worth T€ 57 (2023: T€ 34) were procured. At the balance sheet dates, there were receivables in the amount of T€ 0 (2023: T€ 0) and liabilities in the amount of T€ 0 (2023: T€ 0) out of these business relations.

The total remuneration including any severance and pension payments, as well as other long-term payments for employees of the first management level, amounted to T€ 23,687 (2023: T€ 25,118) in the reporting period. Of this amount, T€ 23,488 (2023: T€ 24,867) is attributable to the current remuneration, which includes fixed and variable remuneration for the previous financial year, and T€ 199 (2023: T€ 251) to severance and pension payments. As at 31 December 2024, obligations from variable remuneration amounted to T€ 23,118 (2023: T€ 18,000). These include the provisions for profit-sharing for the financial year as well as retentions from variable remuneration.

Management Board

Klemens Haselsteiner, BBA, BF (CEO until 17 January 2025)

Dipl.-Ing. Stefan Kratochwill (CEO since 19 February 2025)

Mag. Christian Harder

Dipl.-Ing. (FH) Jörg Rösler

Dipl.-Ing. Siegfried Wanker

Dipl.-Ing. (FH) Alfred Watzl

Supervisory Board

Mag. Kerstin Gelbmann (Chairman since 1 January 2024)

Mag. Erwin Hameseder (Vice Chairman)

Dr. Andreas Brandstetter

Dr. Valerie Hackl (since 25 January 2024)

Mag. Gabriele Schallegger

Dipl.-Ing. Andreas Batke (works council)

Magdolna P. Gyulainé (works council)

Georg Hinterschuster (works council)

Wolfgang Kreis (works council) (until 31 July 2024)

Karl Gerdes (works council) (since 1 August 2024)

The total salaries of the Management Board members in the financial year amount to T€ 9,953 (2023: T€ 9,953). The severance payments for Management Board members amount to T€ 127 (2023: T€ 166). As at 31 December 2024, obligations exist from variable remuneration amounted to T€ 8,428 (2023: T€ 6,687). These include the provisions for profit-sharing for the financial year as well as retentions from variable remuneration.

The remunerations for the Supervisory Board members in 2024 amounted to T€ 238 (2023: T€ 240). Neither the Management Board members nor the Supervisory Board members of STRABAG SE received advances or loans.

The expenses for the auditor, PwC Wirtschaftsprüfung GmbH and its network partners, incurred in the financial year amount to T€ 2,158, of which T€ 1,607 were for the audit of the consolidated financial statements (including the audit of separate financial statements of group companies) and T€ 551 for other services.

In the previous year, the expenses incurred for the auditor, KPMG Austria GmbH, amounted to T€ 1,826, of which T€ 1,653 were for the audit of the consolidated financial statements (including the audit of separate financial statements of group companies) and T€ 173 for other services.

Klemens Haselsteiner, the CEO of STRABAG SE, passed away suddenly and unexpectedly on 17 January 2025.

On 27 January 2025, the Management Board of STRABAG SE, with the approval of the Supervisory Board, granted Dr. Hans Peter Haselsteiner general power of attorney for STRABAG SE. On behalf of the Management Board and in consultation with the syndicate partners, Dr. Hans Peter Haselsteiner will support the company in continuing the ongoing transformation process while making his experience available to Klemens Haselsteiner’s successor. In keeping with Klemens Haselsteiner’s vision, the Management Board will continue the far-reaching transformation process initiated under the title “Work On Progress”.

On 19 February 2025, the Supervisory Board of STRABAG SE appointed Dipl.-Ing. Stefan Kratochwill as CEO with immediate effect.

The Management Board proposes to pay out a dividend in the amount of € 2.50 per dividend-bearing share for the 2024 financial year.

In Austrian companies organised as corporations limited by shares, the consolidated financial statements prepared by the Management Board are approved by the Supervisory Board. The STRABAG SE Supervisory Board meeting for the approval of the consolidated financial statements for the year ended 31 December 2024 will take place on 23 April 2025.

Villach, 4 April 2025

The Management Board

Dipl.-Ing. Stefan Kratochwill

CEO
Central Staff Divisions and
Central Divisions BMTI, CML, SID, TPA, ZT

Mag. Christian Harder

CFO
Central Division BRVZ

Dipl.-Ing. (FH) Jörg Rösler

Member of the Management Board
Segment North + West

Dipl.-Ing. Siegfried Wanker

Member of the Management Board
Segment International + Special Divisions

Dipl.-Ing. (FH) Alfred Watzl

Member of the Management Board
Segment South + East